Major Transactions: How the Macedonian 2004 Company Law Protects Directors

Maassen, G.F. (2004). Major Transactions: How the Macedonian 2004 Company Law Protects Directors, Managers and Shareholders. Macedonian Business Lawyers Review 11 (5): 113-127.

Following the recommendations of the OECD White Paper on Corporate Governance in South-Eastern Europe, the drafters of the 2004 Macedonian company law have introduced provisions on major transactions of joint stock companies.

These new provisions serve to protect investors and shareholders from 1) unlawful acquisitions by a company of (bona fide) third parties’ assets and from 2) unlawful transfers of the company’s assets to company officials and (bona fide) third parties. The provisions also serve directors and managers who seek greater protection against potential liabilities associated with these types of commercial transactions.

This article explains the role management, directors and shareholders play in the approval of major transactions of Macedonian joint stock companies. It also explains the procedures management and directors must follow before these transactions can be concluded.